What Are Friends For?

It was obvious that she could tell how turned on I was and was playing right along. I wasn't about to argue and went with the flow. After some heavy making out and some nice fooling around, Roxy removed her jeans and sweater and was on the couch in her black bra and panties saying, "come on girlfriend, I want you to eat me, I bet you can do it better than my boyfriend. Boys don't know how to really please a woman like another woman does." Her words were inspiring me and I kissed my way down her full round breasts, lovingly licking them like I thought a girl would do it. I removed her bra and suckled her nipples, which were already hard as bullets. She was urging me further down and I kissed my way to her love box and kissed her threw her panties. I pulled them down slowly and kissed my way up her thighs back to her pussy. She really was wet. Her lips were in full bloom and pink as a rose. I licked them softly and kissed her sweet clit. I had eaten Roxy out many times before but this was different. I was going at her like I pictured my ideal lesbian love scene. I was trying to give her ultimate loving pleasure as apposed to preparing her for a fuck.

Roxy held onto my long red mane of hair and grinded her pussy into my face. I licked and sucked her with all my power and she cooed and purred. "Oh girlfriend! You eat my pussy so good! I am never doing this with boyfriend again, from now on I want you to be my lesbian girlfriend," Roxy moaned. It seemed a bit over-the-top but I really didn't mind. I took the compliment and enjoyed my girl-girl experience. She began seriously humping my face and her pending orgasm soon loomed. I thought at first she might be faking because she never came that quickly from me eating her pussy but when her body tensed up I felt a huge flood of her love juices filling my mouth. I continued my rapid tongue movement as her orgasm stretched out for several minutes. The whole time she gushed waves of her love all over my face. Finally she began breathing again and relaxed her grip on my head. She calmed down slightly and pulled my smeared face up to hers and began licking it clean. I was again shocked because that had never happened before. She would never kiss me after I had gone down on her. Roxy was kissing me like it was our first kiss ever and it was passionate.

"Common lover, put on that strap-on dildo and fuck me with it," Roxy went on. My cock was already peering out from the panties and I just easily slipped into Roxy's soaked snatch. I would have dropped my load in one stroke if I had not already come a few times earlier. We had a sweet, beautiful two-girl fuck and after we both climaxed together we held each other close and I began to drift off.

I was shook awake a little later as Roxy got up and was getting dressed. "Come on, we got to go back to my place."

"Can't I just sleep?" I begged.

"No, hurry up, we have to go now," she continued as she shook me. I got up realizing that I was still dressed as a girl.

"Just let me get cleaned up and changed first okay?" I tried to compromise.

"No time, you can do that at my place," Roxy persisted.

Realizing that I couldn't win I obliged and slipped my slutty high heel shoes back on and we set out. I don't know how late it was but it was still dark. I kept falling asleep in the car on the way back to Roxy's apartment.

"What's the big hurry?" I asked as I awoke.

"Do you want to get back at your friends?" Roxy asked with a raised eyebrow. She had devised a plan but wasn't letting me in on it yet. I went along with it glad that she was fully on my side. Once inside she hurried me to the bathroom and had me strip down. "Shower and shave quickly but be careful. You are starting to get five-o'clock-shadow," she ordered.

The hot shower was soothing and heavenly and cleaning off the previous day from my body felt nice. I shaved closely as instructed. I guess Roxy did not want me to grow my beard back. I could live with that. Once I had dried off Roxy called me out. She had several items of clothing placed out for me. None of them were my male cloths.

"First we have to do your make-up again sweetie," Roxy asserted. I had no idea that her plan would involve me dressing as a girl again. I tried to fight it, but realized that I didn't have any male cloths at her apartment. "Come on honey, we don't have much time," Roxy urged.

"Time? Time for what?" I went on.

"To get ready. Hurry up, you have to be dressed in thirty minutes." Roxy coaxed me into her chair at her make-up table. Her steady hands expertly applied the make-up much better than I had done the day before. Years of skill made me look even more convincingly feminine than I thought were possible. She brushed out my red wig and squirted me with her finest perfume. I was soon looking back at the prettiest redheaded fox I had ever laid eyes on.

Roxy dragged me over to her bed and began dressing me up. We started with white thong panties and a lacy white bra, which Roxy stuffed with silicone pads. She gave me her white garter belt next and a pair of white stockings with lace trims on the tops. I then put on her grey cashmere sweater that fit me very snugly. Next, I slipped into her black and white plaid miniskirt with pleats that made me look almost like a schoolgirl. Roxy's shoes were too small for me so I put my stripper 'come-fuck-me-pumps' back on. I looked at myself in the mirror, and again was totally infatuated by the incredibly beautiful reflection looking back at me.

Roxy had changed her cloths while I was in the shower. She was wearing a black print mini dress. It had red flowers on it in an oriental style. She complimented the dress with black stay up stockings, black panties and a black push-up bra. The dress was unbuttoned enough to expose some cleavage. She had fixed her own make-up with her eyes brightened and her lips glistening red. I don't remember her ever looking so good.

"Oh, I almost forgot, what the hell is your girl name?" Roxy asked.

"Mary," I gave back. She nodded and then told me my last name would be Callahan. When I asked why, she said she had a roommate in college with that name. I still didn't know what her plan was but before I could inquire again there was a knock on her door. The sudden impulse to panic was coming back to me again.

Roxy gave me a sharp look and demanded, "Stay calm, try not to talk too much, and stay cool. Follow my lead and do everything I say. You look great honey don't worry, you'll be great."

The rap on the door continued. Roxy opened it up and in walked Dave and Matt. I had to keep telling myself not to panic over and over. Dave said, "Hey we came as soon as you called."

"Did you bring the pictures?" Roxy asked. He nodded and pulled an envelope of pictures from his pocket. She quickly opened it and scanned through them. She was shielding them from me and I was clueless as to what was on them. She tucked them away and put them in her purse. Matt and Dave were both staring at me trying to figure out who I was. I was glad that the lights were dim. Roxy came back and introduced me, "Guys this is my best girlfriend Mary Callahan. Mary this is Dave and Matt." I quietly greeted them both and it became clear that in the dimmed lights they did not recognize me.

Roxy continued, "When we talked earlier this afternoon, I was so upset that I called Mary to come over." Upset? This was getting worse. Roxy came closer to me and snuggled up close to me on the couch. "Mary and I were extra close back in college, in fact we were lovers." I looked at Roxy and smiled continuing to go on with her plot. She gave me a light little girly kiss. "I was so pissed at that snake-in-the-grass, soon to be ex-fiancée, that I knew the only one for me was Mary," she went on. "I'm sorry Dave. I know that you love me like you told me earlier but I am not going to go back with another man," Roxy confessed. It was getting thicker. I realized that Dave had been harbouring feelings for Roxy for some time and was now trying to sabotage my relationship to get her. Nice friend! Matt was on his side I guessed since he had helped out with the plan. Matt was terribly unsuccessful with women. He was nice enough and certainly not ugly just had a lot of bad luck. Maybe he was jealous of me too.

Roxy brought my face to hers and we shared a delicate girl-girl kiss. "You're a lesbian?" Dave puzzled.

"Not lesbians silly, just two girls in love. We both like men, in fact in college Mary was probably the school's most notorious slut." I started blushing and knew that I couldn't argue back. Little did Roxy know how much truth there was in that statement.

"I don't care what you call yourselves, that kiss was fucking hot! Please don't stop on our account," Matt provoked. I knew that these guys were just as turned on watching two girls as I was.

"You guys want to see more?" Roxy asked. The two guys nodded like a couple bobble head dolls. Roxy again took my face and really began making out with me. It was as sexy as our private kiss earlier. Thank heaven she put smear proof lipstick on me. I had never seen Roxy so aggressive and the entire situation was turning me on. We French kissed passionately. We were really putting on a good show. Roxy's mouth was feminine yet aggressive while mine was receptive and equally as feminine. I was lost in the kiss. It was the most romantic kiss I could remember. I almost forgot about our audience and was ready to climb aboard my fiancée and fuck her senseless but still remained ladylike.

Roxy again took control and began making me kiss my way down her neck to her heaving bosom. I kissed and licked her breasts, which looked very sexy in her lacy black bra. She pulled the bottom of her dress up exposing her stocking tops and panties. She pushed my head down between her thighs and locked her legs around my back. I licked her sopping wet panties with the tip of my tongue and she gyrated her hips into my face while letting out a little moan. I could hear another moan from Matt and Dave who were obviously enjoying what they were seeing. It gave me a rush knowing that I was putting on one of the hottest looking lesbian shows ever.

Roxy slid her panties right off and threw them across the room at the guys and her bare snatch again was before me to lick. I began eating her out like I did earlier with long licks and gentle clit sucking. She was so wet, I thought her juices might wash all my make-up off. Roxy loved it. She held my head in place with one hand and rocked her hips in time with my licking. She also panted sweet things to me like, "Oh Mary! God damn girlfriend, you know how to eat pussy!" I gave it my all including licking her anus and using my fingers to fuck her pussy while I had her clit in my lips.

I was licking and loving her pussy with all my passion and lost track of other things going on. I soon became aware of these things. I looked up while sucking on Roxy's sweet clit and noticed that Dave was standing beside her with his crotch at her face level and she had already taken his big cock out of his pants and was stroking its nine inch length. She looked down at me and saw me looking back. She smiled and opened her mouth taking Dave's cock all the way in. I felt a prang of jealousy but was helpless to do anything about it. Roxy kept my head in place with her thighs and her hand. I watched intently as she put on a real cock sucking show for me. I had to admit that it was a turn on. Dave had a big, thick cock and Roxy was working it with her tongue and her lips, making it wet and sloppy. She made loud sucking noises to add to the effect. Next I felt a hand caressing my ass and was about to panic. Matt was starting to feel me up.

"Wait Matt!" Roxy interjected. "Mary is riding the cotton pony, if you know what I mean," she continued as she stroked Dave's swollen member with her hand. Matt removed his hand from my ass. Roxy signalled him to her with her finger and he walked around to the other side of her opposite Dave. I could see the tent in Matt's pants showing that he was hard as a rock and ready to go. Roxy unzipped his fly and pulled out his cock. Matt wasn't as big as Dave but he was still large and thick. Roxy wrapped her lips around his bulbous head and sucked him hard. She began alternating between Matt and Dave, taking about two minutes a time with their big cocks in her throat. They were each feeling up her tits that by now were completely exposed. I continued to tongue fuck her pussy as best that I could.

After watching Roxy blow my friends for twenty minutes, she stopped. She unhooked her legs from behind my back. I continued to lap at her box and awaited her next move. "Boys, Mary is getting jealous," she started. "I'm hogging all the cocks, we have to give her some," she added as she pulled my head up to hers. We sat with our stocking legs entwined facing each other as she held Dave's cock to my face and smiled. She wanted me to suck it. The evil grin on her face told me that she wanted to humiliate me but the twinkle in her green eyes told me that she was excited to watch me. I really didn't have a choice and took Dave's massive cock between my lips and slid it all the way to the back of my throat. Roxy's eyes lit up and she looked shockingly pleased. I sucked his cock with the practiced skill I had and Roxy cooed with pleasure.

"Mary! Wow, I forgot what a great cock sucker you are!" Roxy grinned. "Boys, Mary taught me everything I know about giving head." That gave me incentive and I took Dave deep in my throat until his balls touched my chin. Roxy went back to blowing Matt. Our faces were just inches apart while we sucked cocks. It was seriously hot watching her so close up with her mouth stuffed with meat. Dave continued to give my tonsils a good work out.

Roxy again changed the action, "Here honey try this one for a while," she said as she passed Matt's cock to me and grabbed Dave away. I went at Matt's tool without even batting an eyelash. He moaned as he fucked my soft mouth. Roxy took Dave and pulled him on top of her. Her legs were spread wide as Dave plunged his dick into her waiting snatch. She screamed a little as he bottomed out. Now I was beginning to feel more jealousy, which was made worse when Roxy told Dave, "Baby, your cock is the biggest I have ever felt."

I watched as Dave's skinny ass humped up and down between my girlfriend's thighs. Meanwhile Matt was thrusting in and out of my mouth. I had no problem taking his full length and would lick his balls with my tongue when he was all the way in. I was upset as Roxy moaned and clawed at Dave's back in passion. She writhed in orgasm while he pounded her love nest. He soon was tensing up and exclaimed that he was ready to come. Roxy locked her feet around his ass to hold him in deep as he unloaded his pent up sperm inside her womb. It was a major blow to my ego watching them kiss in post orgasmic bliss. I could sense that Matt was growing impatient as he humped at my face. "I really need to fuck too, how about it Roxy?" he asked.

Roxy rolled off the couch, sweaty and exhausted. "I'm a bit worn out honey, I don't think my pussy can take any more," Roxy told him to his disappointment. "How do you feel about anal sex?" she added. I couldn't believe my ears! In all our time together Roxy had never given up her bottom. Was she about to let Matt be her first? I was being naïve of course. Roxy came over to me and positioned me so that I was on my knees. She lifted my skirt to my waist and began shifting the panties from the crack of my ass. I felt her tongue on my crack and she began licking my smooth bottom hole. This was a first for her but she licked my asshole without any hesitation. She was also careful not to let my equipment be seen by just holding the panties a little to the side. Her sweet little tongue felt so nice. She got it good and wet with spit. It soon ended however, as she took Matt's cock into her mouth and coated it with her saliva. She then pulled it out and held it against my bum hole. She regulated the force by which he entered me. It slipped into me easily. It felt good and I had to fight back the urge to yell out, "Fuck my sweet ass, baby!"

Roxy was really enjoying this. I think she loved watching me enjoy it as much as she loved putting me into the position in the first place. Her hand casually touched my pantied covered cock and could tell how hard I was, which greatly excited her. Matt had grabbed hold of my hips and began driving his fat cock in and out of my tight backdoor. He was really getting into fucking his first asshole.

While Matt savagely fucked me in the ass, Roxy excused herself to go to the bathroom, leaving me alone with both guys. Dave slid over and presented his still erect cock to my face. It was shiny with the juices of Roxy and himself. I started licking up the shaft getting a taste of both of their cum. The mixed flavour was delicious. Dave slipped the head between my lips and shoved it to the back of my throat. He was still horny as hell and began face fucking me hard. I was getting it hard from both ends. They were both moaning things to me like "take it bitch!" and calling me a 'slut', 'cock-sucker', and 'horny cunt'. It just egged me on to give them the best fuck they ever had.

Roxy returned after fifteen minutes wearing her stockings and a black silk bathrobe. She had cleaned up a bit but still had that "just fucked look". She smiled at the scene before her. Dave and Matt were pounding away at my mouth and asshole like pistons. Roxy opened her robe and began rubbing herself. She played with her clit and urged the guys with, "Fuck her boys! She loves your cocks."

Matt was soon ready and grabbed my hips tightly burying himself in my hole up to his balls. His warm seed soon flooded my bowels. Dave was there too and launched his load into my stomach. I drained both sets of balls. Roxy was excited at watching me take their cum and screamed, "Yes, fill your best friend with cum!"

I was shocked. Did she slip? Did she forget her plan? Was she caught up in the moment? I thought it might go unnoticed as both guys were in a post orgasmic daze. Roxy came over to us and put her hand on my panties. What she did next almost gave me a heart attack. She grabbed the waistband and ripped them right off of me. My raging hard-on flopped out for all to see. Dave and Matt both jumped back. Roxy began laughing in hysterics. "You guys are so dumb. You didn't even know you were fucking a guy, your own best friend!" she blurted as she rolled over laughing.

Dave and Matt quickly grabbed their cloths and started getting dressed. Matt said something like, "I'm going to throw up." They threw on their cloths and made a beeline for the door. Roxy was still laughing. I was mortified. What the fuck had she done? She calmed herself down and came over to the couch. I was sitting there panting and exhausted, wearing a wig, women's cloths and had jism running down my chin and from my bum. She straddled my waist and sat down on my hard cock. It slipped right up inside her moist box.

"Now don't cum! Not until I say so," Roxy instructed. She squeezed my erection tight with her vaginal muscles. She pulled some photographs from her pocket and showed them to me. They were pictures of me from the night before with my face buried in a stripper's cleavage, kissing a stripper and with my face buried in a stripper's naked lap. I gulped. They must have taken them after drugging me and tipped the girl very well. Dave had a plan to show them to Roxy in order to get her pissed off with me then run crying into his arms. He had succeeded in getting her pissed off all right but underestimated her a little. I explained what had happened at the club to Roxy. She told me that she believed me but was still very hurt. She was wise to Dave's plan and wasn't about to fall for it but wanted to punish us all for our behaviour.